exa1071.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              EXHIBIT
      A 10.7.1

               

            
	
               

              DEFERRED
      COMPENSATION PLAN FOR OFFICERS AND DIRECTORS

               

              OF
      CENTRAL VERMONT PUBLIC SERVICE CORPORATION

               

               

               

               

               

               

              Amended
      And Restated August 4, 2008

               

              With
      An Effective Date of January 1,
2005

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              TABLE OF
      CONTENTS

               

            
	
              ARTICLE
      I

            	
              NAME,
      HISTORY AND PURPOSE OF PLAN

               

            	
              1

            
	
              1.1

            	
              Name
      and History

               

            	
              1

            
	
              1.2

            	
              Purpose

               

            	
              1

            
	
              1.3

            	
              Trust

               

            	
              1

            
	
              ARTICLE
      II

            	
              DEFINITIONS

               

            	
              2

            
	
              2.1

            	
              Definitions

               

            	
              2

            
	
              ARTICLE
      III

            	
              ELIGIBILITY
      AND PARTICIPATION

               

            	
              6

            
	
              3.1

            	
              Eligibility

               

            	
              6

            
	
              3.2

            	
              Commencement
      of Participation

               

            	
              6

            
	
              3.3

            	
              Duration

               

            	
              6

            
	
              ARTICLE
      IV

            	
              DEFERRAL
      ELECTION AGREEMENTS, INVESTMENT EARNINGS, ACCOUNTING

               

            	
              6

            
	
              4.1

            	
              Deferral
      Election Agreement

               

            	
              6

            
	
              4.2

            	
              Timing
      Requirements for Deferral Elections

               

            	
              7

            
	
              4.3

            	
              Amount
      of Deferrals

               

            	
              7

            
	
              4.4

            	
              Period
      for Which Deferral Election Agreement Applies

               

            	
              8

            
	
              4.5

            	
              Changes
      in Deferral Election Agreement

               

            	
              8

            
	
              4.6

            	
              Investment
      Credits

               

            	
              9

            
	
              4.7

            	
              Payment
      Elections and Accounting

               

            	
              10

            
	
              ARTICLE
      V

            	
              VESTING

               

            	
              11

            
	
              5.1

            	
              Vesting
      of Accounts

               

            	
              11

            
	
              ARTICLE
      VI

            	
              PLAN
      DISTRIBUTIONS

               

            	
              11

            
	
              6.1

            	
              Time
      for Payment

               

            	
              11

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              6.2

            	
              Form
      of Payment/Payment Schedule

               

            	
              12

            
	
              6.3

            	
              Discretionary
      Acceleration of Payments

               

            	
              13

            
	
              6.4

            	
              Delay
      of Payments

               

            	
              15

            
	
              6.5

            	
              Payment
      Upon Change in Control of Company

               

            	
              16

            
	
              6.6

            	
              Tax
      Withholding

               

            	
              16

            
	
              6.7

            	
              Valuation
      of Accounts for Distributions and Withdrawals

               

            	
              16

            
	
              ARTICLE
      VII

            	
              ADMINISTRATION
      OF THE PLAN

               

            	
              16

            
	
              7.1

            	
              Plan
      Administrator

               

            	
              16

            
	
              7.2

            	
              Outside
      Services

               

            	
              17

            
	
              7.3

            	
              Indemnification

               

            	
              17

            
	
              7.4

            	
              Claims
      Procedure

               

            	
              17

            
	
              7.5

            	
              Compliance
      with Section 409A

               

            	
              18

            
	
              ARTICLE
      VIII

            	
              AMENDMENT
      AND TERMINATION

               

            	
              18

            
	
              8.1

            	
              Amendment

               

            	
              18

            
	
              8.2

            	
              Termination

               

            	
              19

            
	
              ARTICLE
      IX

            	
              GRANDFATHERED
      ACCOUNTS

               

            	
              20

            
	
              9.1

            	
              Maintenance
      of Grandfathered Accounts

               

            	
              20

            
	
              9.2

            	
              Distributions

               

            	
              20

            
	
              9.3

            	
              Construction

               

            	
              22

            
	
              ARTICLE
      X

            	
              MISCELLANEOUS
      PROVISIONS

               

            	
              22

            
	
              10.1

            	
              Source
      of Payments

               

            	
              22

            
	
              10.2

            	
              No
      Warranties

               

            	
              22

            
	
              10.3

            	
              Inalienability
      of Benefits

               

            	
              22

            
	
              10.4

            	
              Expenses

               

            	
              23

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              10.5

            	
              No
      Right of Employment

               

            	
              23

            
	
              10.6

            	
              Headings

               

            	
              23

            
	
              10.7

            	
              Gender
      and Number

               

            	
              23

            
	
              10.8

            	
              Construction

               

            	
              23

            
	
              EXHIBIT
      A

            	
              Grandfathered
      Participants

            	 
      


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    ARTICLE
I

    


    NAME,
HISTORY AND PURPOSE OF PLAN 

    


    
      	
              1.1.

            	
              Name and
      History.  The name of this plan is the Deferred
      Compensation Plan for Officers and Directors of Central Vermont Public
      Service Corporation (the “Plan”). The Plan was originally established with
      an effective date of January 1, 2002, by Central Vermont Public Service
      Corporation. Following the enactment of Section 409A on October 22, 2004,
      the Plan was amended and restated on August 4, 2008, with an effective
      date of January 1, 2005, with the intention of bringing the Plan into
      compliance with the requirements of Section 409A.  Subsequently,
      the Internal Revenue Service and Department of Treasury issued substantive
      guidance regarding the application of Section 409A to nonqualified
      deferred compensation, and extended the period for amending nonqualified
      deferred compensation plans that were in existence at the time of
      enactment of Section 409A to December 31, 2008.  Accordingly,
      the Plan was amended and restated by the Board on August 4, 2008, with an
      effective date of January 1, 2005.

            


    

    


    
      	
              1.2.

            	
              Purpose.  The
      purpose of the Plan is to attract and retain key employees by providing
      each Participant with an opportunity to defer receipt of a portion of
      their base salary, bonus, and other specified compensation.  The
      purpose of amending and restating the Plan is to (i) comply with the final
      Treasury regulations issued under Section 409A, and (ii) provide for the
      payment of amounts deferred under the Plan prior to January 1, 2005,
      (including any investment earnings thereon) with respect to those
      Participants who are listed on Exhibit A (the “Grandfathered
      Participants”).  The Plan shall at all times be interpreted by
      the Plan Administrator in a manner that is consistent with Section
      409A.

            


    

    


    
      	
              1.3.

            	
              Trust.  Company
      may set aside assets in a trust or other funding arrangement as it, or its
      delegate, deems appropriate to anticipate benefit liabilities accumulating
      under the Plan.  However, the assets of any such arrangement
      shall, at all times, be subject to the claims of Company’s creditors and
      no portion of any funds set apart for a Participant, pursuant to this Plan
      shall be the property of such Participant until distribution thereof has
      been made.  Further, the rights of a Participant shall be
      limited to those of a general, unsecured creditor of Company who has a
      claim equal to the value of the Participant’s Account. Benefits under this
      Plan will be payable from the general assets of Company, or from such
      other funding vehicle established for such purpose as described above, or
      both.

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    


    ARTICLE
II

    


    DEFINITIONS

    


    
      	
              2.1.

            	
              Definitions.  The
      following terms have the meanings set forth below unless a different
      meaning is required by the context.

            


    

    


    Account
- means a bookkeeping account maintained by Company to record Company’s payment
obligation to each Participant under the Plan.  Company may maintain a
single Account to record the total of amounts deferred by a Participant and
investment earnings credited hereunder to such deferrals and component Accounts
to reflect benefits payable at different times and different forms pursuant to
the terms of a Participant’s Deferral Election Agreement.  For
example, a Participant may have one or more Specified Date Accounts as provided
for under Section 4.7 and a Retirement/Termination Account.  Accounts
are maintained strictly for accounting purposes and do not represent separate
funding of the benefits under the Plan.  Accounts shall be maintained
as part of the general assets of Company.

    


    Affiliate - means all entities with
whom Company would be considered a single employer under Code Sections 414(b)
and 414(c), provided that in applying Code Section 1563(a)(1), (2), and (3) for
purposes of determining a controlled group of corporations under Code Section
414(b), the language “at least 50 percent” is used instead of “at least 80
percent” each place it appears in Section 1563(a)(1), (2), and (3), and in
applying Treasury Regulation Section 1.414(c)-2 for purposes of determining
trades or businesses (whether or not incorporated) that are under common control
for purposes of Section 414(c), “at least 50 percent” is used instead of “at
least 80 percent” each place it appears in that regulation. Such term shall be
interpreted in a manner consistent with the definition of “service recipient”
contained in Section 409A.

    


    Base
Pay - means base salary for Officers and retainers and fees for
Directors.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    


    Beneficiary - means the person or
persons designated by the Participant to receive benefits under the Plan in the
event of the Participant’s death.  In the absence of an effective
designation at the time of the Participant’s death, the Beneficiary shall be the
surviving spouse or civil union partner of the Participant, or, if the
Participant does not have a surviving spouse, his/her surviving children in
equal shares, or, if he has no surviving children, his/her estate.

    


    Board - means the Board of
Directors of Central Vermont Public Service Corporation; however, it shall
include unless specifically stated otherwise, a committee of the Board
authorized to act for the Board with respect to this Plan.

    


    Change
in Control -
means, in the case of each Participant under the Plan, the meaning
provided for in the Change in Control Agreement, if any, between the
Participant and Company.

    


    Code - means the Internal Revenue
Code of 1986, as amended from time to time.

    


    Company - means Central Vermont
Public Service Corporation and any Affiliate that adopts this Plan with Central
Vermont Public Service Corporation’s approval.

    


    Director - means a member of the
Board of Directors of Central Vermont Public Service Corporation or the Board of
Directors of any Affiliate that adopts this Plan with Central Vermont Public
Service Corporation’s approval.

    


    Disabled - means a Participant who is
unable to engage in any substantial gainful activity by reason of a medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months, or has been, by reason of any medically determinable physical of mental
impairment which
can be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, receiving income replacement benefits for a
period of not less than 3 months under Company’s accident and health plan
covering its Employees.

    


    Disability - means the condition of
being Disabled.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    


    Deferral
Election Agreement
- means the agreement between Company and the Participant, memorialized
by the Participant’s completed deferral election form and described in Article
IV.

    


    Eligible
Officer, Employee or Director - shall have the meaning
provided for in Section 3.1.

    


    Employee - means an individual
employed by Company.

    


    Entry
Date - means
January 1 of each Plan Year provided that the Eligible Officer, Employee or
Director completes a Deferral Election Agreement within the time specified by
the Plan Administrator for such Plan Year; however, in the case of a Newly
Eligible Participant, “Entry Date” means the date when an
Officer or Director first becomes eligible to participate in the Plan provided
that such Officer, Employee or Director completes a Deferral Election Agreement
within 30 days of becoming eligible to participate in the Plan.

    


    ERISA - means the Employee
Retirement Income Security Act of 1974, as amended from time to
time.

    


    Grandfathered
Participant -
Shall have the meaning provided for in Section 1.2.

    


    Incentive
Pay - means,
with respect to Officers any Performance Share Awards and any incentive
compensation payable pursuant to the Central Vermont Public Service
Corporation Management
Incentive Plan (or any other plan in which an Officer is or may become
eligible to participate providing incentive compensation payable in cash or
shares of Company stock to Participants determined on the basis of a specific
performance goals and performance periods).

    


    Newly
Eligible Participant
- means any Officer, Employee or Director who first becomes eligible to
participate in the Plan after January 1 of any Plan Year.

    


    Officer
- means an Employee who holds one of the following job titles: (i) Assistant
Vice President; (ii) Vice President; (iii) Senior Vice President; or (iv)
President and/or Chief Executive Officer.

    



    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    


    Participant
- means an Officer, Employee or Director who meets the eligibility requirements
of the Plan and elects to participate in the Plan or who has an Account under
the Plan.

    


    Payment Schedule
- means the form in which payments from a Participant’s Account will be made,
i.e. in a lump-sum or in installments as provided for in Section
6.2.  The Payment Schedule selected by Participant may vary as between
a Participant’s Specified Date Account(s), if any, and his/her
Retirement/Termination Account.

    


    Performance
Share Plan Awards - means an award pursuant to the Central Vermont Public Service
Corporation Performance
Share Incentive Plan or successor plan.

    


    Plan
- means this Deferred Compensation Plan for Officers and Directors of Central
Vermont Public Service Corporation.

    


    Plan
Administrator - means the Plan Administrator appointed pursuant to
Section 7.1.

    


    Plan
Year - means the
calendar year.

    


    Prime
Rate - means the
interest rate posted by a majority of the top twenty-five insured United States
chartered banks as published in the Wall Street Journal.

    


    Retirement/Termination
Account - means an Account established by the Company to record the
amount payable to a Participant due to his/her Separation from
Service.

    


    Section
409A - means Code Section 409A and any proposed, temporary or final
regulations, or any other guidance, promulgated with respect to such Section
409A by the Department of Treasury or the Internal Revenue Service.

    


    Separation
from Service -
means a termination of employment with Company and its Affiliates in such
a manner as to constitute a “separation from service” as defined under Section
409A.

    


    Specified
Date Account -
means an Account established pursuant to Section 4.7 that will be paid (or that
will commence to be paid) on the date specified, by Participant in his/her
Deferral Election Agreement.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    


    ARTICLE
III

    


    ELIGIBILITY AND
PARTICIPATION

    


    
      	
              3.1.

            	
              Eligibility.  All
      Officers and Directors of Company are eligible to participate in the plan
      as well as any Employee who is (i) expressly selected by the Board, in its
      sole discretion, to participate in the Plan, and (ii) a member of a
      “select group of management or highly compensated employees,” within the
      meaning of Sections 201, 301 and 401 of ERISA shall be eligible to
      participate in the Plan (as the circumstances require, an “Eligible
      Officer”, “Eligible Employee” or “Eligible
  Director”).

            


    

    


    
      	
              3.2.

            	
              Commencement of
      Participation.  An Eligible Officer, Employee or Director
      shall commence participation in the Plan effective as of his/her Entry
      Date.

            


    

    


    
      	
              3.3.

            	
              Duration.  A
      Participant shall be eligible to defer Base Pay and Incentive Pay, subject
      to the terms of the Plan, for as long as such Participant meets the
      eligibility requirements of the Plan.  A Participant’s
      entitlement to make such deferrals shall cease with respect to the Plan
      Year following the Plan Year in which Participant ceases to be eligible.
      Although such individual’s eligibility to continue to make deferrals may
      cease, he/she shall continue to be subject to all of the terms and
      conditions of the Plan for as long as he/she remains a Participant. An
      individual shall remain a Participant as long as his/her Account is
      greater than zero. An individual shall cease being a Participant in the
      Plan when all benefits under the Plan to which he/she is entitled have
      been paid.

            


    

    


    ARTICLE
IV

    


    DEFERRAL ELECTION
AGREEMENTS, INVESTMENT EARNINGS, ACCOUNTING

    


    
      	
              4.1.

            	
              Deferral Election
      Agreement.  A Participant may elect to defer a portion of
      his/her Base Pay and/or Incentive Pay by entering into a Deferral Election
      Agreement with Company pursuant to the rules set forth in this Article
      IV.   Amounts deferred shall be credited to the
      Participant’s Account as soon as practicable after the date on which such
      Base Pay or Incentive Pay would have been paid or otherwise made available
      to the Participant but for the Participant’s deferral
      election.

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    


    4.2.           Timing Requirements for
Deferral Elections.

    


    (a)  General Timing Rule for
Deferral Elections.  Except as provided in Section 4.2(b),
Participants may only defer Base Pay or Incentive Pay by filing a Deferral
Election Agreement on or before the date specified by the Plan Administrator but
in no event later than December 31 immediately preceding the Plan Year in which
the compensation that is subject of such Deferral Election Agreement will be
earned.  A Deferral Election Agreement that is not timely filed shall
be void and shall have no effect with respect to the Participant’s
compensation.

    


    (b) Newly Eligible
Participant.  Upon attaining eligibility as provided for under
Section 3.1, a Newly Eligible Participant shall have up to 30 calendar days from
such eligibility date to submit a Deferral Election Agreement with respect to
Base Pay and/or Incentive Pay to be earned during the balance of the Plan
Year.  A Deferral Election Agreement that is filed after the 30-day
period shall be void and have no effect on the Participant’s
compensation.  With regard to Base Pay, a timely filed Deferral
Election Agreement described in this Section 4.2(b) shall be effective with the
first payroll period beginning after such 30th
day.  With regard to any Incentive Pay, the Deferral Election
Agreement shall only apply to the portion of the Incentive Pay that is equal to
the total amount of the Incentive Pay earned multiplied by a fraction, the
numerator of which is the number of calendar days beginning on the day
immediately after the date that the Deferral Election Agreement becomes
effective and ending on the last day of the performance period to which the
Participant’s Incentive Pay is attributable, and the denominator of which is the
total number of calendar days in such performance period.

    


    4.3.           Amount of
Deferrals.

    


    (a)  From Incentive
Pay.  An Eligible Officer or Employee may elect to defer up to
100% of his/her Incentive Pay as specified in his/her Deferral Election
Agreement.

    


    (b)  From Base
Pay.  An Eligible Officer or Employee may elect to defer up to
25% of his/her Base Pay, as specified in his/her Deferral Election
Agreement.  Directors may elect to defer up to 100% of their Base
Pay.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    


    
      	
              4.4.

            	
              Period For Which
      Deferral Election Agreement Applies.  Except with respect
      to Performance Share Plan Awards or similar long-term incentive
      compensation plans, a Deferral Election Agreement for a Plan Year shall
      apply only with respect to that Plan Year.  Deferrals for a
      subsequent Plan Year shall be made only pursuant to a new Deferral
      Election Agreement that applies with respect to such subsequent Plan
      Year.  A Deferral Election Agreement made with respect to a
      Performance Share Plan Award (or similar long-term plan) shall remain in
      effect until the completion of the performance period to which such
      election was made; however, a separate Deferral Election Agreement may be
      made in each subsequent Plan Year for each new performance
      cycle.

            


    

    


    4.5.           Changes in Deferral Election
Agreement.

    


    (a)  General
Rule.  Except as provided in this Section 4.5, a Participant
may not change the form or delay the distribution of the amount Participant
previously elected to defer pursuant to Deferral Election Agreement after the
beginning of the Plan Year to which the Agreement applies (a “Subsequent Payment
Election”).

    


    (b)  Subsequent Payment
Elections.  A Subsequent Payment Election whether made under
Section 4.5(c) or (d) may not take effect until at least 12 months after the
date on which it is accepted by the Plan Administrator.  For this
purpose, the installment form of payment shall be treated as a single payment
rather than a series of payments.  Accordingly, a Subsequent Payment
Election may not be made with respect to the installment form of payment during
the 12-month period preceding the date on which the first installment is payable
or after payments have commenced.  The Subsequent Payment Election
most recently accepted by the Plan Administrator and that satisfies the
requirements of this Section 4.5(b) shall govern the payout of the Account (or
sub-accounts specified therein) notwithstanding any prior election to the
contrary.

    


    (c)  Retirement/Termination
Account. A Participant may make a one-time election to change the form of
payment of his/her Retirement/Termination Account to a form otherwise permitted
under the Plan. If a Subsequent Payment Election is accepted by the Plan
Administrator, then, except in the event of the death or Disability of the
Participant, the payment of such Retirement/Termination Account shall be delayed
until the 5th anniversary of the date that the Retirement/Termination Account
would otherwise have been paid had such Subsequent Payment Election not been
made (or, in the case of installment payments, on the 5th anniversary of the
date the first installment payment was scheduled to be made).  In the
event of Participant’s death or Disability, payment shall be made as provided
for in Section 6.2(d).


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    


    (d)  Specified Date
Account. A Participant may make one or more elections to (i) delay the
payment date or (ii) change the form of payment of one or more Specified Date
Account(s) to a time or form otherwise permitted under the Plan.  In
the case of either (i) or (ii), the Subsequent Payment Election, must specify a
new payment date that is at least 5 years after the previously scheduled payment
date (or, in the case of installment payments, at least 5 years from the date
the first installment payment was scheduled to be made).  However, in
the event of the Participant’s death, Disability or Separation from Service
prior to complete payment of his/her Specified Date Account, payment shall be
made as provided for in Section 6.2.

    


    4.6.           Investment
Credits.

    


    (a)  Optional
Investments.  Except as provided in Section 4.6(b) and 4.6(d),
a Participant shall have a choice of the following two investment
options:

    


    (i)  a
fixed rate of return equal to the Prime Rate plus 1%; or

    


    (ii)  the
rate of return on Company common stock for the applicable year, including
dividends credited to the Participant’s Account on the date dividends are paid
to Company’s shareholders.  For this purpose, the rate of return on
Company common stock shall be based its closing price at the end of the relevant
measuring period and shall be calculated by the Plan Administrator.

    


    All
Accounts hereunder shall be credited with notional investment earnings on a
quarterly basis and based on the investment option(s) selected by the
Participant in his/her Deferral Election Agreement.  If the investment
option described in Section 4.6(a)(i) applies, the Participant’s Account will be
credited on the last business day of each quarter and the applicable interest
rate will be based on the Prime Rate published on the last business day of the
preceding quarter plus 1%.  The rate of return on the Company’s common
stock is based on the closing price of the Company’s common stock at the end of
the relevant measurement period and dividends.


    
      
         


      

      
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    (b)  Return Based on Performance
of Company Stock.  Except as provided in Section 4.6(d), the
investment option described in Section 4.6(a)(ii) shall apply at all times to
deferrals resulting from an award of Company stock.

    


    (c)  Change in
Investment.  Except for the portion of a Participant’s Account
that is attributable to deferrals resulting from the award of Company stock and
Section 4.6(d), a Participant may annually change the investment option
selection for his/her existing Account, as well as for future deferrals, by
completing the appropriate section(s) of the Deferral Election
Agreement.

    


    (d)  Limitation on
Investment.  Notwithstanding the foregoing, once installment
payments commence with regard to a Specified Date Account or a
Retirement/Termination Account, the balance of such Account or sub-account shall
be deemed invested in the option described in Section 4.6(a)(i)(pertaining to a
rate of return based on the Prime Rate).

    


    4.7.           Payment Elections and
Accounting.

    


    (a)  Payment
Elections.  By completing the appropriate section(s) of the
Deferral Election Agreement, a Participant may establish a
Retirement/Termination Account from which Participant would like to receive
payment or begin receiving payments upon his/her retirement or termination of
employment as provided for under Article VI.  Participant may also
establish one or more Specified Date Accounts from which Participant would like
to receive payment or begin receiving payments upon the occurrence of the
specified date.  A Specified Date Account may be designated as an
in-service account or post-retirement/termination account.  All
Specified Date Accounts shall be subject to the following rules:

    


    (i)  The
minimum deferral period shall be two Plan Years following the conclusion of the
Plan Year in which the compensation that is the subject of the deferral election
is earned.  For this purpose, performance based compensation shall be
deemed earned in the Plan Year that includes the final day of the performance
period;


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    


    (ii)  A
deferral election may allocate deferrals to one or more Specified Date Accounts;
provided, however, a
Participant may not have more than two Specified Date Accounts open at any
time;

    


    (iii)  A
Specified Date Account must be designated as an in-service account or as a
post-retirement/termination account;

    


    (iv)  A
Participant may not specify a Payment Schedule that provides for payment to
commence later than the calendar quarter immediately following Participant’s
attainment of age 75; and

    


    (v)  Once
a Participant establishes a Specified Date Account, the date on which payments
are scheduled to commence and the form of those payments shall not be modified
accept as provided for in Section 4.5.

    


    (b)  Accounting.  The
Plan Administrator shall maintain a separate Account (including sub-accounts)
for each Participant to reflect the amounts deferred and credits made hereunder,
and payments and expenses charged thereto.  Such accounting shall not
be construed to segregate any assets of Company for payment of benefits
hereunder.  The Plan Administrator shall provide each Participant with
an annual statement of the value of his/her Account under the Plan.

    


    ARTICLE
V

    


    VESTING

    


    
      	
              5.1.

            	
              Vesting of
      Accounts.  Each Participant shall be one hundred percent
      (100%) vested at all times in the value of his/her
  Account.

            


    

    


    ARTICLE
VI

    


    PLAN
DISTRIBUTIONS

    


    6.1.           Time for
Payment.

    


    (a)  Retirement/Termination
Account.  Distributions from a Participant’s
Retirement/Termination Account shall commence as soon as practical within the
60-day period beginning immediately after the earliest to occur of the following
events and shall continue in accordance with the Payment Schedule selected for
or required of such Account as provided for in Section 6.2:


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    


    (i) the
6-month anniversary of the Participant’s Separation from Service;

    


    (ii) the
Participant’s Disability; or

    


    (iii)
Participant’s death.

    


    (b)  Specified Date
Accounts.  Distributions from a Participant’s Specified Date
Account shall commence as soon as practical within the 60-day period beginning
immediately after the date specified in Participant’s Deferral Election
Agreement and shall continue in accordance with the Payment Schedule selected
for or required of such Account as provided for in Section 6.2.

    


    6.2.           Form of Payment/Payment
Schedule.

    


    (a)  Retirement/Termination
Account.  In his/her initial Deferral Election Agreement, a
Participant must elect to receive his/her Retirement/Termination Account in the
form of a lump sum or in annual installments over a period not exceeding 15
years.  Except as provided for in Section 6.3, Participant’s election
as to the Payment Schedule shall apply to all future deferrals to Participant’s
Retirement/Termination Account and shall be irrevocable.  If the
installment form of payment is elected, the initial installment payment shall be
made as soon as practical within the 60-day period beginning immediately after
the 6-month anniversary of Participant’s Separation from
Service.  Subsequent installment payments shall be made as soon as
practical within the 60-day period beginning the annual anniversary of
Participant’s Separation from Service.  The amount of each installment
payment shall equal the Participant’s remaining balance in his/her
Retirement/Termination Account on such anniversary date, divided by the
remaining number of installment payments due.

    


    (b)  Specified Date
Accounts.  A Participant who establishes one or more Specified
Date Accounts as provided for under Section 4.7 must elect to receive the
balance of such Account in the form of a lump sum or in annual installments over
a period not exceeding (i) 4 years in the case of an in-service account, or (ii)
15 years in the case of a post-retirement/termination account.  Once a
Participant has selected the Payment Schedule applicable to a particular
Specified Date Account, that election shall apply to all future


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    


    deferrals
allocated by Participant to such Specified Date Account and it may only be
changed by the Participant as provided for in Section 4.5.  If the
installment form of payment is elected, the initial installment payment shall be
made as soon as practical within the 60-day period beginning immediately after
(i) the date specified for the commencement of payments and (ii) each
anniversary thereafter during the installment period.  The amount of
each installment payment shall equal the Participant’s remaining balance in
his/her Specified Date Account on such anniversary date, divided by the
remaining number of installment payments due.

    


    (c)  Medium of
Payment.  All distributions shall be paid in cash, according to
the terms of the Participant’s Deferral Election Agreement.

    


    (d)  Payment Upon Death or
Disability.  Notwithstanding Sections 6.2(a) or 6.2(b), upon
Participant’s death,  Participant’s Account balance shall
automatically be distributed in a lump sum payment to Participant’s Beneficiary
within 60 days of Company obtaining notice of Participant’s
death.  Similarly, in the event Participant is determined to be
Disabled, Participant’s Account balance shall be distributed in a lump-sum
payment to Participant within 60 days of the Disability
determination.

    


    (e)  In - Service Account and
Intervening Separation from Service.  In the event of a
Participant’s Separation from Service for reasons other than death or Disability
prior to the commencement of payments from a Specified Date Account that is
designated as an in-service account, the Payment Schedule for such Specified
Date Account shall cease to apply and the balance of the Specified Date Account
shall be distributed in a lump sum payment to Participant within 60 days of the
6-month anniversary of the Participant’s Separation from Service.  If
the Separation from Service occurs after payments have commenced, the Payment
Schedule for such in-service occurrences shall continue to apply.

    


    
      	
              6.3.

            	
              Discretionary
      Acceleration of Payments.  To the extent permitted by
      Code Section 409A, the Plan Administrator may, in its sole discretion,
      accelerate the time or schedule of a payment under the Plan as provided in
      this Section.  The provisions of this Section are intended to
      comply with the exception to accelerated payments under Treasury
      Regulation Section 1.409A-3(j) and shall be interpreted and administered
      accordingly.

            


    


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    


    (a)  Domestic Relations
Orders. The Plan Administrator may, in its sole discretion, accelerate
the time or schedule of a payment under the Plan to an individual other than the
Participant as may be necessary to fulfill a domestic relations order (as
defined in Code Section 414(p)(1)(B)).

    


    (b)  Conflicts of
Interest. The Plan Administrator may, in its sole discretion, provide for
the acceleration of the time or schedule of a payment under the Plan to the
extent necessary for any federal officer or employee in the executive branch to
comply with an ethics agreement with the federal government. Additionally, the
Plan Administrator may, in its sole discretion, provide for the acceleration of
the time or schedule of a payment under the Plan the to the extent reasonably
necessary to avoid the violation of an applicable federal, state, local, or
foreign ethics law or conflicts of interest law (including where such payment is
reasonably necessary to permit the Participant to participate in activities in
the normal course of his/her position in which the Participant would otherwise
not be able to participate under an applicable rule).

    


    (c)  Employment Taxes. The
Plan Administrator may, in its sole discretion, provide for the acceleration of
the time or schedule of a payment under the Plan to pay the Federal Insurance
Contributions Act (FICA) tax imposed under Code Sections 3101, 3121(a), and
3121(v)(2) where applicable, on compensation deferred under the Plan (the “FICA
amount”). Additionally, the Plan Administrator may, in its sole discretion,
provide for the acceleration of the time or schedule of a payment, to pay the
income tax at source on wages imposed under Code Section 3401 or the
corresponding withholding provisions of applicable state, local, or foreign tax
laws as a result of the payment of the FICA amount, and to pay the additional
income tax at source on wages attributable to the pyramiding Code Section 3401
wages and taxes. However, the total payment under this acceleration provision
must not exceed the aggregate of the FICA amount, and the income tax withholding
related to such FICA amount.

    


    (d)  Limited Cash-Outs.
The Plan Administrator may, in its sole discretion, require a mandatory lump sum
payment of amounts deferred under the Plan that do not exceed the applicable
dollar amount under Code Section 402(g)(1)(B), provided that the payment results
in the termination and liquidation of the entirety of the Participant’s interest
under the Plan, including all agreements, methods, programs, or other
arrangements with respect to which deferrals of compensation are treated as
having been deferred under a single nonqualified deferred compensation plan
under Code Section 409A.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    


    (e)  Payment Upon Income
Inclusion Under Section 409A. The Plan Administrator may, in its sole
discretion, provide for the acceleration of the time or schedule of a payment
under the Plan at any time the Plan fails to meet the requirements of Code
Section 409A. The payment may not exceed the amount required to be included in
income as a result of the failure to comply with the requirements of Code
Section 409A.

    


    (f)  Bona Fide Disputes as to a
Right to a Payment. The Plan Administrator may, in its sole discretion,
provide for the acceleration of the time or schedule of a payment under the Plan
where such payments occur as part of a settlement between the Participant and
Company (or any entity which would be considered to be a single employer with
Company under Code Sections 414(b) or Section 414(c)) of an arm’s length, bona
fide dispute as to the Participant’s right to the deferred amount.

    


    (g)  Plan Terminations and
Liquidations. The Plan Administrator may, in its sole discretion, provide
for the acceleration of the time or schedule of a payment under the Plan as
provided in Section 8.2 hereof.

    


    (h)  Other Events and
Conditions. A payment may be accelerated upon such other events and
conditions as the Internal Revenue Service may prescribe in generally applicable
guidance published in the Internal Revenue Bulletin.  Notwithstanding
anything contained in this Section 6.3 to the contrary, in no event may a
payment be accelerated under Sections 6.3(d), (e), (f), (g), or (h) following a
Participant’s Separation from Service to a date that is prior to the 6 month
anniversary of the Participant’s Separation from Service (or if earlier, upon
the Participant’s death).  Except as otherwise specifically provided
in this Plan, including but not limited to this Section 6.3 and Section 8.2
hereof, the Plan Administrator may not accelerate the time or schedule of any
payment or amount scheduled to be paid under the Plan within the meaning of Code
Section 409A.

    


    
      	
              6.4.

            	
              Delay of
      Payments.  To the extent permitted under Code Section
      409A, the Plan Administrator may, in its sole discretion, delay payment
      under any of the following circumstances, provided that the Plan
      Administrator treats all payments to similarly situated Participants on a
      reasonably consistent basis:

            


    


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    


    (a)  Federal Securities Laws or
Other Applicable Law. A Payment may be delayed where the Plan
Administrator reasonably anticipates that the making of the payment will violate
federal securities laws or other applicable law; provided that the delayed
payment is made at the earliest date at which the Plan Administrator reasonably
anticipates that the making of the payment will not cause such violation. For
purposes of the preceding sentence, the making of a payment that would cause
inclusion in gross income or the application of any penalty provision or other
provision of the Code is not treated as a violation of applicable
law.

    


    (b)  Other Events and
Conditions. A payment may be delayed upon such other events and
conditions as the Internal Revenue Service may prescribe in generally applicable
guidance published in the Internal Revenue Bulletin.

    


    
      	
              6.5.

            	
              Payment Upon Change in
      Control of Company.  In the event of a Change in Control,
      a Participant shall receive the benefit, if any, as provided for in the
      Change in Control Agreement between the Participant and
      Company.

            


    

    


    
      	
              6.6.

            	
              Tax
      Withholding.  Payments and deferrals hereunder shall be
      subject to tax withholding pursuant to applicable federal and state
      requirements.

            


    

    


    
      	
              6.7.

            	
              Valuation of Accounts
      for Distributions and Withdrawals.  In general, the value
      of a Participant’s Account as of the last day of the quarter preceding the
      distributions (adjusted for any subsequent debits or credits to the
      Account) shall be used to determine the amount of the distribution,
      provided that the Plan Administrator may adopt other methods consistent
      with the account process used to value
Accounts.

            


    

    


    ARTICLE
VII

    


    ADMINISTRATION OF THE
PLAN

    


    
      	
              7.1.

            	
              Plan
      Administrator.  Company shall designate a Plan
      Administrator which shall be solely responsible for the operation and
      administration of the Plan.  The Plan Administrator shall have
      all powers necessary and appropriate to carry out its responsibilities in
      operating and administering the Plan including the power to determine
      eligibility for 

            


    


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    


    benefits
hereunder and to interpret the Plan.  However, the Plan Administrator
shall have no power to override the Plan’s provisions.  The Plan
Administrator may, where necessary, prescribe rules for the equitable
determination of any matter arising under the Plan that it, in its sole
discretion, deems necessary or appropriate.  The Plan Administrator
may delegate specific responsibilities to other persons as the Plan
Administrator shall determine.

    


    
      	
              7.2.

            	
              Outside
      Services.  The Plan Administrator may engage counsel and
      such clerical, financial, investment, accounting, and other specialized
      services as the Plan Administrator may deem necessary or desirable to the
      operation and administration of the Plan.  The Plan
      Administrator shall be entitled to rely upon any opinions, reports, or
      other advice furnished by counsel or other specialists engaged for that
      purpose and, in so relying, shall be fully protected in any action,
      determination, or omission made in good
faith.

            


    

    


    
      	
              7.3.

            	
              Indemnification.  Company
      shall indemnify the Plan Administrator against any and all claims, loss,
      damages, expenses (including reasonable counsel fees), and liability
      arising from any action, failure to act, or other conduct in the Plan
      Administrator’s official capacity, except when due to the Plan
      Administrator’s own gross negligence or willful
  misconduct.

            


    

    


    
      	
              7.4.

            	
              Claims
      Procedure.  If any application for a distribution or
      withdrawal under the Plan is denied, the Plan Administrator shall so
      notify the claimant within ninety (90) days after receipt of the
      application and shall afford such claimant a reasonable opportunity for a
      full and fair review of the decision denying his/her
      claim.  Notice of such denial shall set forth, in addition to
      the specific reasons for the denial, the
  following:

            


    

    


    (i)  reference
to pertinent provisions of the Plan;

    


    (ii)  a
description of any additional information or material necessary to perfect the
claim and an explanation of why it is necessary; and


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    


    (iii)  an
explanation of the claims review procedure including advising the claimant that
he may request the opportunity to review pertinent Plan documents and submit a
statement of issues and comments in writing.

    


    Within 60
days following receipt of notice of denial of his/her claim, a claimant may
request a review of such denial by the Plan Administrator.  The Plan
Administrator shall take appropriate steps to review its decision in light of
any further information or comments submitted by such claimant.  The
Plan Administrator shall render a decision within 60 days after claimant’s
request for review and shall advise claimant in writing of its decision on such
review, specifying its reasons and identifying appropriate provisions of the
Plan or of its own rules, which may include rules adopted pursuant to Section
7.1 hereof, including rules adopted to address any matters raised by the then
claimant, whether as a matter of first impression or otherwise.

    


    
      	
              7.5.

            	
              Compliance with
      Section 409A.  It is intended that the payments and
      benefits provided under the Plan shall either be exempt from the
      application of, or comply with, the requirements of Section 409A. This
      Plan shall be construed, administered, and governed in a manner that
      effects such intent, and Company shall not knowingly take any action that
      would be inconsistent with such intent. Without limiting the foregoing,
      the payments and benefits provided under the Plan may not be deferred,
      accelerated, extended, paid out or modified in a manner that would result
      in the imposition of an additional tax under Section 409A upon
      Participant. Although Company shall use its best efforts to avoid the
      imposition of taxation, interest and penalties under Section 409A, the tax
      treatment of the benefits provided under this Agreement is not warranted
      or guaranteed. Neither Company, its directors, officers, employees or
      advisors shall be held liable for any taxes, interest, penalties or other
      monetary amounts owed by Participant or other taxpayer as a result of
      his/her participation in the Plan.

            


    

    


    ARTICLE
VIII

    


    AMENDMENT AND
TERMINATION

    


    
      	
              8.1.

            	
              Amendment.  By
      action of the Board, Company reserves the right at any time and from time
      to time to amend any or all provisions of the Plan. In addition, the Plan
      Administrator shall have the right at any time and from time to time to
      amend the Plan to the extent that such amendments are administrative in
      nature, Plan 

            


    


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    at any
time in its sole discretion to ensure that the Plan complies with the
requirements of Section 409A or other applicable law. In no event shall any such
action by the Board or the Plan Administrator reduce the amounts that have been
credited to the Account(s) of any Participant prior to the date such action is
taken without the consent of the Participant or Beneficiary.  No Board
action or consent shall be necessary for the Plan Administrator to amend the
Plan under the provisions of this Section 8.1.

    


    
      	
              8.2.

            	
              Termination.  The
      Plan is purely voluntary on the part of Company and Company reserves the
      right to terminate the Plan at any time.  In the event that the
      Plan is terminated, a Participant’s Account shall be distributed to the
      Participant or his/her Beneficiary on the dates on which the Participant
      or his/her Beneficiary would otherwise receive benefits hereunder without
      regard to the termination of the Plan. Notwithstanding the preceding
      sentence, and to the extent permitted under Section 409A, Company, by
      action taken by its Board, may terminate the Plan and accelerate the
      payment of the vested Account Balances subject to the following
      conditions:

            


    

    


    (a)  Company’s Discretion.
The termination does not occur “proximate to a downturn in the financial health”
of Company (within the meaning of Treasury Regulation Section
1.409A-3(j)(4)(ix)), and all other deferred compensation arrangements required
to be aggregated with the Plan under Section 409A are also terminated and
liquidated.  In such event, the entire Account balance shall be paid
at the time and pursuant to the schedule specified by the Plan Administrator, so
long as all payments are required to be made no earlier than 12 months, and no
later than 24 months, after the date the Board irrevocably approves the
termination of the Plan.  Notwithstanding the foregoing, any payment
that would otherwise be paid pursuant to the terms of the Plan prior to the
12-month anniversary of the date that the Board approves the termination of the
Plan shall continue to be paid in accordance with the terms of the Plan. If the
Plan is terminated pursuant to this Section 8.2(a), Company shall be prohibited
from adopting a new plan or arrangement that would be aggregated with this Plan
under Section 409A within 3 years following the date that the
Board  irrevocably approves the termination and liquidation of the
Plan.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    


    (b)  Dissolution; Bankruptcy
Court Order. The termination occurs within 12 months after a corporate
dissolution taxed under Code Section 331, or with the approval of a bankruptcy
court pursuant to 11 U.S.C. §503(b)(1)(A). In such event, the Account of each
Participant shall be paid at the time and pursuant to the schedule specified by
the Plan Administrator, so long as all payments are required to be made by the
latest of: (A) the end of the calendar year in which the Plan termination
occurs, (B) the first calendar year in which the amount is no longer subject to
a substantial risk of forfeiture, or (C) the first calendar year in which
payment is administratively practicable.

    


    Notwithstanding
anything contained in this Section 8.2 to the contrary, in no event may a
payment be accelerated following a Participant’s Separation from Service to a
date that is prior to the first day of the seventh month following the
Participant’s Separation from Service (or if earlier, upon the Participant’s
death).  This Section 8.2 is intended to comply with the exception to
accelerated payments under Treasury Regulation Section 1.409A-3(j)(4)(ix) and
shall be interpreted and administered accordingly.

    


    ARTICLE
IX

    


    GRANDFATHERED
ACCOUNTS

    


    
      	
              9.1.

            	
              Maintenance of
      Grandfathered Accounts.  Company shall maintain a
      separate sub-account known as a Grandfathered Account for each
      Grandfathered Participant listed on Exhibit A.  Each
      Grandfathered Account shall be maintained by Company until its balance is
      reduced to zero.  Unless inconsistent with or otherwise provided
      for in this Article 9, all provisions of the Plan shall be applicable to
      each Grandfathered Participant with respect to his/her Grandfathered
      Account.

            


    

    


    
      	
              9.2.

            	
              Distributions.

            


    

    


    (a)  In
General.  All distributions from the Grandfathered Accounts
shall be made at the time and in the form provided for on the last election that
was made by a Grandfathered Participant and provided to the Plan Administrator
prior to October 22, 2004, with respect to compensation that was deferred by
such Grandfathered Participant under the Plan prior to January 1, 2005, and
which, with earnings thereon, now comprise his/her Grandfathered
Account.  For clarity, the relevant election includes any election
that was identified in the enrollment materials prior to October 22, 2004, as an
“In-Service Account.”


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    


    (b)  Change in
Election.  A Grandfathered Participant may change the form of
payment previously elected to one that is provided for under Section 5.4(a) or
(b)(pertaining to a lump sum or installment form of payment, respectively) of
the Plan as in effect immediately before it was initially amended and restated
with an effective date of January 1, 2005.  Such change in the form of
payment may be made by a Grandfathered Participant at any time provided that (i)
it is in writing, (ii) in a form acceptable to the Plan Administrator, and (iii)
made at least 12 months prior to the date on which payment is otherwise
scheduled to be made or begin.

    


    (c)  Payment Upon Death or
Disability.  In the event of a Participant’s death or
Disability prior to the complete payment of his/her Grandfathered Account, the
remaining balance of the Grandfathered Account shall be paid in a lump-sum as
soon as administratively practical.

    


    (d)  Payment Upon Change in
Control of Employer.  The Plan Administrator may elect to pay
out the Grandfathered Accounts hereunder in the form of an immediate lump-sum
payment if it determines, in its sole discretion, that there has been a change
in control of Company (or such change in control appears imminent) which has a
reasonable probability of adversely affecting the rights of the Grandfathered
Participants.

    


    (e)  Distribution of Taxable
Amounts.  In the event any Grandfathered Participant is
determined to be subject to federal income tax on any amount credited to his/her
Grandfathered Account prior to the time of payment hereunder, the entire amount,
subject to applicable withholding, determined to be so taxable shall be paid by
Company to such Grandfathered Participant.  Any amount to the credit
of a Grandfathered  Account shall be determined to be subject to
federal income tax upon the earlier of (i) determination by the Internal Revenue
Service that amounts to the credit of a Grandfathered Account are subject to
federal income tax which is not appealed; or (ii) a final determination by the
United States Tax Court or any other Federal Court affirming any such
determination by the Internal Revenue Service that amounts to the credit of a
Participant's Account are subject to federal income tax.


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    


    (f)  Termination.  In
the event the Plan is terminated as provided for in Section 8.2, the Plan
Administrator may direct that the Grandfathered Accounts, including any Account
balances that are being paid out in the form of installment payments, be paid
out immediately in the form of a lump-sum cash payment or, in the case of the
portion of the Account balance attributable to the Company’s stock, in the form
of such stock.

    


    
      	
              9.3.

            	
              Construction.  Except
      to the extent that this Article IX specifically provides otherwise,
      the  provisions of the Plan shall be applicable to the
      maintenance of the Grandfathered Accounts, provided, however; such
      provisions of the Plan shall be construed in a manner that is consistent
      with the purpose of this Article IX which is to preserve as much
      flexibility as to the timing and form of payments afforded Grandfathered
      Participants with respect to their Grandfathered Accounts as is
      permissible under Section 409A.

            


    

    


    ARTICLE
X

    


    MISCELLANEOUS
PROVISIONS

    


    
      	
              10.1.

            	
              Source of
      Payments.  All payments hereunder to Participants and
      their Beneficiaries shall be paid from the general assets of
      Company.  Company shall not by virtue of any provisions of the
      Plan be deemed to be a trustee or other fiduciary of any property for any
      Participant or his/her Beneficiaries, and the liabilities of Company to a
      Participant or his/her Beneficiaries pursuant to the Plan shall be those
      of a debtor pursuant only to such contractual obligations as are created
      by the Plan.  No such obligation of Company shall be deemed to
      be secured by any pledge or other encumbrance on any property of
      Company.  To the extent that any Participant or his/her
      Beneficiaries acquire a right to receive a payment from Company under the
      Plan, such right shall be no greater than the right of any unsecured
      general creditor of Company.

            


    

    


    
      	
              10.2.

            	
              No
      Warranties.  Neither the Plan Administrator nor Company
      warrants or represents in any way that the value of each Participant’s
      Account will increase and not decrease.  Each Participant (and
      his/her Beneficiary) assumes all risk in connection with any change in
      such value, which may include losses in
value.

            


    

    


    
      	
              10.3.

            	
              Inalienability of
      Benefits.  Except as provided by law, no benefit under,
      or interest in, the Plan shall be subject in any manner to anticipation,
      alienation, sale, transfer, assignment, pledge, encumbrance, or charge,
      and any attempt to do so shall be void.  Any such benefit or
      interest shall not in any manner be liable for, or subject
    to,

            


    


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    


     garnishment,
attachment, execution, or levy, or subject to the debts, contract liabilities,
engagements, or torts of any Participant or his/her Beneficiaries.

    


    
      	
              10.4.

            	
              Expenses.  Company
      may pay all costs and expenses incurred in operating and administering the
      Plan, but Company reserves the right to charge Participants’ Accounts for
      any or all such costs and expenses.

            


    

    


    
      	
              10.5.

            	
              No Right of
      Employment.  Nothing contained herein, nor any action
      taken under the provisions hereof, shall be construed as giving any
      Officer the right to be retained in the employ of Company or any Director
      the right to continue in his/her capacity as a
  Director.

            


    

    


    
      	
              10.6.

            	
              Headings.  The
      headings of the sections in the Plan are placed herein solely for
      convenience of reference, and, in all circumstances, the text of the Plan,
      rather than such heading, shall
control.

            


    

    


    
      	
              10.7.

            	
              Gender and
      Number.  Whenever used in the Plan, the masculine gender
      will include the feminine, and the singular will include the plural,
      unless the context clearly indicates
otherwise.

            


    

    


    
      	
              10.8.

            	
              Construction.  The
      Plan shall be construed, regulated, and administered in accordance with
      the laws of the State of Vermont and applicable federal
    laws.

            


    

    



    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    


    IN
WITNESS WHEREOF, Company has caused this instrument to be executed by its
respective duly authorized Officer this 6th day of
August, 2008.

    


    
      	 
      	
              CENTRAL
      VERMONT PUBLIC

              SERVICE
      CORPORATION

               

            
	
              By:

            	
              /s/ Robert H.
      Young                           

            
	
               

              Title:

            	
               

              President & Chief
      Executive Officer

            
	
               

              Attest:

               

            	 
      
	
              By:    /s/ Dale A.
      Rocheleau                        

              Dale
      A. Rocheleau

               

              (Corporate
      Seal)

            	 
      


    

    



    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    Exhibit
A

    


    Grandfathered
Participants

    


    


    Joan F.
Gamble

    


    Robert G.
Clarke

    


    Robert L.
Barnett


    
      
         


      

      
        25